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HomeMy WebLinkAboutUkiah Senior Center 2006-10-25MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding (MOU) entered into on the 25th day of October, 2006 ("Effective Date"), by and between the Ukiah Senior Center (hereinafter referred to as "the Senior Center") and the City of Ukiah (hereinafter referred to as "the City"): Whereas, the City and the Senior Center entered into a MOU for grant funded property repairs of Bartlett Hall, 499 Leslie Street, Ukiah, Ca 95482, and WHEREAS, under the terms of the grant to the City, it is required to exercise "site control" over the property improved with grant funds and to keep the improved facilities available for public recreation purposes for not less than ten (10) years; and Whereas, the terms of the MOU grant the City the use of Bartlett Hall for renovation of the Hall and Kitchen Flooring; and Whereas, after the City's contribution of new flooring at Bartlett Hall, the Senior Center will continue to dedicate the Hall for public and community use; and WHEREAS, under the terms of the grant, the City must have the authority to oversee and approve the Senior Center's use of the improved property in order to comply with the City's obligations under the terms of the grant; and Whereas, it is appropriate that the relationship between the City and Senior Center be memorialized with respect to the operation and maintenance of the Bartlett Hall. Now, therefore, the following are the terms and conditions of this MOU: 1. The Senior Center will continue at its own expense to operate, manage, provide oversight of, and maintain Bartlett Hall for the uses currently conducted on that property. The Senior Center shall maintain the current facilities in a condition that allows for public use of the facilities for their intended purposes and shall not permit or maintain a dangerous condition thereon. Notwithstanding the primary obligation of the Senior Center to keep Bartlett Hall available for public recreational purposes and in a condition suitable for such purposes, for a period of ten (10) years from the completion of the work funded by the grant the Senior Center hereby grants the City authority to manage, direct, superintend, restrict, regulate, govern, administer, or oversee the property located at 499 Leslie Street, Ukiah, California, and known as Bartlett Hall for the public recreational use of said property. 1 2. In the event that the Senior Center does not operate, manage, provide oversight of, and maintain the facilities of Bartlett Hall in its current condition as of the Effective Date and in a condition as required by Section 1 of this Agreement, the City shall have the right to provide written notice to the Senior Center of any conditions that violate the requirements of this Section 2. Within 15 days of its receipt of the notice, the Senior Center must provide the City with a written response, setting forth remedies which are acceptable to the City. If the Senior Center fails to set forth or implement adequate remedies, the City may exercise its authority under Section 1 of this MOU and the Senior Center shall reimburse the City for any costs incurred in exercising that authority. Furthermore, if the Senior Center closes operations they shall accept full responsibility for any liabilities of the City arising under the terms of the grant agreement, and shall fully indemnify and defend the City from and against any such liability . 3. The Senior Center will comply with all federal, state, and local laws and ordinances as may be applicable to the carrying out this MOU. 4. The Term of the MOU shall commence on October 19, 2006 shall continue until December 31, 2016. This lease has the option for renewal pending the consensus of both parties. 5. The Senior Center shall indemnify, defend and hold harmless the City, its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses, including the fees of attorneys, investigators, experts, expert witnesses and consultants, arising out of the Senior Center's performance under this Memorandum of Understanding, and the performance thereunder of its contractors, subcontractors, officers, agents and employees or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, except where the claim, damage, loss or expense is caused by active, sole negligence, or willful misconduct of the City. The Senior Center shall maintain Comprehensive General or Commercial Liability Insurance with companies and policy limits satisfactory to City. Senior Center shall name the City as an additional insured under its insurance coverage.. Senior Center shall furnish City with a policy endorsement or other satisfactory evidence that such coverage is in effect and that City is named as an additional insured. 6. The Senior Center and City each bind themselves, their partners, successors, executors, and administrators and assigns to the other party to this MOU, and to the partners, successors, executors, administrators and assigns of such other party in respect to all covenants of this Agreement. Neither the Senior Center nor the City shall assign, sublet, or transfer this MOU or any interest in this MOU without the written consent of the other. 7. This MOU may be terminated or amended by written consent of both parties. Either party shall have the right to terminate the MOU upon the failure of the other party to adhere to the conditions of the MOU. Notice of intent to terminate shall be in writing, and shall provide that the party not in compliance shall have the right to come into compliance within 60 days of receiving such written notification. 2 8. If any section, subsection, subdivision, paragraph, sentence, clause, or phrase of this MOU or any part thereof is, for any reason, held to illegal, such decision shall not affect the validity of the remaining portions of this agreement or any part thereof. 9. No waiver, alteration, or modification of any of the provisions of this MOU shall be binding unless in writing and signed by a duly authorized representative of both parties to this Agreement. 10. Whenever notice is permitted or required under the terms of this Agreement, it shall be deemed given when received, if delivered personally, by fax or by overnight courier, and 48 hours after deposit in the United States Mail with proper first class postage affixed thereto. Notices shall be sent to the following address or fax number, unless notice of an address change is given as provided herein. CITY OF UKIAH C/O City Manager Ukiah Civic Center 300 Seminary Ave. Ukiah, CA 95482 Fax: 463-6204 UKIAH SENIOR CENTER C/O Brenda Christian 499 Leslie Street Ukiah, CA 95482 Fax: 462-2997 11. This MOU shall be executed in duplicate originals with each containing the original signatures of the parties. Any such duplicate original shall be admissible in any legal proceeding as evidence of the terms of this MOU. IN WITNESS WHEREOF, the parties hereto have executed these presents in duplicate original the day and year first above written. CITY OF UTAH City Manager Date UKIAH SENIOR CENTER Executive Director o C4 Date ATTEST: C City Clerk APPROV AS TO FO Cit ATT ST: r 3